- Nelson is already a director and has been since the formation of the Foundation. This proposal seeks to appoint myself and Dermot to join Nelson as directors, while removing Stephane, who was the other existing director alongside Nelson. This proposal also seeks to remove Michael O’Rourke as supervisor and appoint Campbell Law instead.
- The main difference is that I’ll be working full-time on leading the Foundation’s day-to-day operations. Nelson & Dermot (and any other directors) would typically be part-time. The responsibilities of different directors will vary in service of the Foundation’s collective responsibilities, but there is a common thread for all directors of multi-sig signing, treasury management, and various administrative responsibilities, to name a few.
- Directors are not required to work full-time. The commitment levels of the directors will be determined on a per-director basis when the annual budget is being finalized. We plan to break down the planned salaries in the budget corresponding with the different components of the director role. Note also that $300k is an upper limit for total remuneration including restricted (vesting) token grants, not a target salary. The actual remuneration of directors will be determined on a per-director basis and subject to the DAO’s approval in the annual budget process - including this quarter if/after this proposal passes. When the budget is being considered, you will be able to evaluate the directors responsibilities and commitment levels and judge whether their corresponding remuneration is fair.
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This proposal is now up for voting. Snapshot
For clarity, this is a 7-day vote that will be approved with a simple 50% majority and no quorum. The supermajority requirements for Foundation changes, outlined in this proposal, will not be active until (if) this proposal is approved.
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First of all apologies for recommending a late edit to this proposal, and clarifying some doubts.
It is a good step that the annual budget for 2023, including this quarter, will be discussed if this proposal is passed. I believe the current ambiguity regarding the responsibilities of other directors is removed when it is discussed in the annual budget process.
Nevertheless, I feel there is a need for a setup with more transparency (Please let me know if it is already included or more suitable to the following proposals to PIP-26)
- Need more insight for DAO on the foundation spending.
I think it is good practice to give the DAO more information on the spending of the foundation. In the current setup, the DAO only has oversight on the remuneration of individual directors but not on the remuneration of the employees/contractors of the foundation nor the expenses it incurs on several activities (third-party solution providers, exchange listings, etc.).
In the case of a business, such data is provided to its most important stakeholder - shareholders (investors) on a quarterly basis (best & ideal case). In our case, the DAO voters can be seen as its most important stakeholders which include node runners, investors, applications, and other ecosystem projects/companies. Therefore such an oversight makes sense in our case and brings more transparency into the activities of the foundation.
Now I do not recommend providing such detailed information for budgetary consideration and contested on a debate. I believe directors should have the discretion to decide how much, when, and whom in the day-to-day operations of the foundation. But once such expenses are incurred, they should be discussed in the quarterly and annual audit reports provided to the DAO. This should help DAO to understand whether the foundation was conducting its business in a judicious manner: whether the foundation has been acting neutral with all its stakeholders and not giving an unfair advantage to any ecosystem companies (including the PNI), and whether the foundation has been making deals that are justifiable with the prevailing market practices and rates (third party solutions, exchange listings, etc.). This should also include information on any such deals that the current foundation might have already done and will have to be considered in the budget for the coming months/years. Also, the cash flow position and the balance sheet of the foundation will be helpful.
As an example, visibility of these figures ‘after the event’ essentially solves the problem that the foundation should not discuss any future exchange listing with the community before it actually happens. In this case, the DAO will only get the details of the deal for an exchange listing once this has happened, earliest in the next quarter. But at the same time, make the foundation accountable as the DAO has oversight on its spending. This will not lead to any contestation on the budget inhibiting the day-to-day operations, but the foundation could be made accountable and performance reviewed.
#Clarification
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What happens to the IP of the tech developed by PNI in the coming years?
How does the foundation plan to own/open source the technical developments made by PNI going forward? I believe Pocket Network’s core tech talent still remains with PNI and they are the ones who are working on V1 and technical milestones in the roadmap of Pocket Network. Also, PNI might be seeking ways to boost its funds now that it is becoming an independent entity, and any investor who invest in PNI might be seeking to protect the IPs developed at PNI. So PNI might be looking forward to generating revenue with its IPs and products instead of sharing it for the benefit of the Pocket Community. How do you plan to solve this? Would love to know the thoughts of potential directors and @o_rourke here. -
Is it necessary for the current directors to get elected via the election mechanism to be introduced in Q4 2023 to continue their position? Or do they continue their position regardless and are only subject to removal if the DAO enacts a removal proposal for the director?
We have included quarterly transparency reports in clause 4.42: “These should include management accounts showing actual spending vs the budget, an updated balance sheet, and cash flow forecast.”
The categorization of expenses per the budget is defined in clause 4.43: “The budget should include director remuneration reported on a per-director basis, total contractor remuneration, and any other material expenses categorized as the directors reasonably see fit.” Therefore the DAO does not only have knowledge of the per-director remuneration but also total spend on employees/contractors and any other expenses. Note also that these are constraints, minimum requirements, not a full description of the operating practices. Beyond these constraints, any further categorization of expenses or content in the reports is up to the discretion of the directors, and are an operational consideration that do not need to be spelled out in the Articles of the Foundation.
The categorization of expenses, and contents of the reports more broadly, will evolve over time based on feedback from the community. If detail is lacking in a specific area, the community will be able to ask questions directly in response to the reports, e.g. in the DAO Notice forum category that I referenced in an earlier message, or ask that the format of future reports be updated. The directors will be incentivized to respond to feedback and improve the reporting format due to the current threat of the removal and, in the future, per the Q4 2023 roadmap item, when there is a regular cadence of director evaluations/elections, though the exact nature of that process is TBD. Thus it is expected that directors would not just do the bare minimum defined in the Articles.
Note also that, in addition to the after-the-fact accountability afforded by the transparency practices above, the Foundation will also be required to notify the DAO of “special transactions” before-the-fact, per clause 4.44, which also gives the DAO the ability to reject said transactions. These include any expense greater than 25% of the agreed upon line item in the budget, any expense greater than $300k, any employee/consultant salary greater than $300k, and any other unusual transaction.
In sum, I believe your oversight concerns are already addressed by the proposal as it stands.
- Regarding IP, most of this is already in the custody of the Foundation, including (in particular) the protocol itself. One of the items on our todo list for Q1 will be to organize the pokt-foundation GitHub repo to make sure that all IP owned by the Foundation is housed there. The pokt-foundation GitHub repo will therefore be a source of truth on all open-source Pocket Network IP.
- Currently the directors are subject to removal at any time by the DAO. The mechanism/process targeted for Q4 2023 is TBD. We can assume that it will apply equally to current directors as it would to new/prospective directors.
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This proposal has been approved with 30 yays and 1 nay. Snapshot
Thank you to everyone who participated in shaping this new era for PNF!
I will follow up here and in a soon-to-be-created Foundation forum category with updates as we progress through the implementation of the proposal.
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